Detailed measured sections and regional stratigraphic cross sections are used to reconstruct facies maps and interpret paleogeographic settings for the interval from the base of Upper Cretaceous Mesaverde Formation to top of lower member of the Paleocene Fort Union Formation in the Wind River Basin, Wyoming. The Mesaverde Formation spans the time during which the Upper Cretaceous seaway retreated eastward out of central Wyoming in Campanian time and the initial stages of the Lewis transgression in earliest Maastrichtian time. This retreat stalled for a considerable period of time during deposition of the lower part of the Mesaverde, creating a thick buildup of marginal marine sandstones and coaly coastal plain deposits across the western part of the basin. The Lewis sea transgressed into the northeast part of Wind River Basin, beginning in early Maastrichtian time during deposition of the Teapot Sandstone Member of the Mesaverde Formation. The Meeteetse Formation, which overlies the Teapot, was deposited in a poorly-drained coastal plain setting southwest of the Lewis seaway. The Lewis seaway, at maximum transgression, covered much of the northeast half of the Wind River Basin area but was clearly deflected around the present site of the Wind River Range, southwest of the basin, providing the first direct evidence of Laramide uplift on that range. Uplift of the Wind River Range continued during deposition of the overlying Maastrichtian Lance Formation. The Granite Mountains south of the basin also became a positive feature during this time. A rapidly subsiding trough during the Maastrichtian time formed near the presentday trough of the Wind River Basin in which more than 6,000 feet of Lance was deposited. The development of this trough appears to have begun before the adjacent Owl Creek Mountains to the north started to rise; however, a muddy facies in the upper part of Lance in the deep subsurface, just to the south, might be interpreted to indicate that the Cretaceous Cody Shale was being eroded off a rising Owl Creek Mountains in latest Cretaceous time. The Paleocene Fort Union Formation unconformably overlies older units but with only slight angular discordance around much of the margins of the Wind River Basin. Pre-Fort Union erosion was most pronounced toward the Wind River Range to the southwest, where the Fort Union ultimately overlies strata as old as the upper part of the Cretaceous Cody Shale. The unconformity appears to die out toward the basin center. Coal-forming mires developed throughout the western part of the basin near the beginning of the Paleocene. River systems entering the basin from the Wind River Range to the southwest and the Granite Mountains to the south produced areas of sandy fluvial deposition along mountain fronts. A major river system appears to have entered the basin from about the same spot along the Wind River Range throughout much of the Paleocene, probably because it became incised and could not migrate laterally. The muddy floodplain facies that developed along the deep basin trough during latest Cretaceous time, expanded during the early part of the Paleocene. Coal-forming mires that characterize part of the lower Fort Union Formation reached maximum extent near the beginning of the late Paleocene and just prior to the initial transgression of Lake Waltman. From the time of initial flooding, Lake Waltman expanded rapidly, drowning the coal-forming mires in the central part of the basin and spreading to near basin margins. Outcrop studies along the south margin of the basin document that once maximum transgression was reached, the lake was rapidly pushed basinward and replaced by fluvial environments.